Exhibit 33.2





MANAGEMENT’S ASSERTION OF COMPLIANCE




ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA





Corporate Trust Services division of Wells Fargo Bank, National Association (the "Company") is responsible for assessing compliance with the servicing criteria  set forth in Item 1122(d) of Regulation AB promulgated by the Securities and  Exchange Commission. The Company has determined that the servicing criteria are applicable in regards to the servicing platform for the period as follows:





Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) and certain privately- issued (i.e., for which transaction-level reporting is required pursuant to  contractual obligation) residential mortgage-backed securities, commercial  mortgage-backed securities and other asset-backed securities, for which the  Company provides master servicing, trustee, securities administration or paying agent services, excluding any such securities issued by any agency or instrumentality of the U.S. government (other than the Federal Deposit Insurance Company) or any government sponsored entity, and further excluding the  transactions issued prior to 2006 for which Wells Fargo outsources all material servicing activities (as defined by Regulation AB) (the "Platform").





Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required in the related transaction agreements, or required by the Item 1122(d) servicing criteria in regards to the activities performed by the  Company, except for the following criteria: 1122(d)(4)(ii), 1122(d)(4)(iv),  1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which Management has determined are not  applicable to the activities the Company performs with respect to the Platform ("the Applicable Servicing Criteria").





Period: As of and for the twelve months ended December 31, 2010 (the "Period").





Third parties classified as vendors: With respect to servicing criteria  1122(d)(4)(i), the Company has engaged a vendor to handle certain Uniform  Commercial Code filing functions required by the servicing criteria. The Company has determined that this vendor is not considered a "servicer" as defined in  Item 1101(j) of Regulation AB, and the Company elects to take responsibility for assessing compliance with the portion of the servicing criteria applicable to  this vendor as permitted by Interpretation 17.06 of the SEC Division of  Corporation Finance Manual of Publicly Available Telephone Interpretations  ("Interpretation 17.06"). The Company has policies and procedures in place to  provide reasonable assurance that the vendor's activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is  solely responsible for determining that it meets the SEC requirements to apply  Interpretation 17.06 for the vendor and related criteria.





With respect to the Platform and the Period, the Company provides the following assessment of compliance with respect to the Applicable Servicing Criteria:





1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria.





2. The Company has assessed compliance with the Applicable Servicing Criteria, including servicing criteria for which compliance is determined based on  Interpretation 17.06 as described above, for the Period. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.








3. Based on such assessment for the Period, the Company has complied, in all  material respects with the Applicable Servicing Criteria.





KPMG LLP, an independent registered public accounting firm, has issued an  attestation report with respect to the Company's assessment of compliance for the Period.








WELLS FARGO BANK, National Association


By:     /s/ Brian Bartlett


Its:    Executive Vice President


Dated:  February 14, 2011